Operator: Good morning. My name is Mellissa, and I will be your conference operator today. At this time, I would like to welcome everyone to the Fourth Quarter 2011 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session.

Amy Giuffre - Director, IR: Welcome to Harley-Davidson's fourth quarter 2011 earnings conference call. The audio for today's call is being webcast live on harley-davidson.com. The slides, which are generally available at least 30 minutes prior to the call, can be accessed by clicking on Company, Investor Relations, then Events and Presentations.

Our comments today will include forward-looking statements that are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters we have noted in our latest earnings release and filings with the SEC. Harley-Davidson disclaims any obligation to update information in this call.

This morning, you'll hear from Harley-Davidson's CEO, Keith Wandell; CFO, John Olin; and President of Harley-Davidson Financial Services, Larry Hund. Then we'll open the call to your questions.

Let's get started. Keith?

Keith E. Wandell - President and CEO: Thank you Amy. Good morning, and thanks for joining us on the call. Throughout 2011, everyone at Harley-Davidson has been hard at work, transforming our company and we've come a long way and I couldn't be more proud of our team. And I know our entire team finds it gratifying to see these efforts reflected in the financial results that we've reported today.

Our fourth quarter continued the positive trends of this year. We had strong improvement earnings in Q4 capping off a year in which earnings more than doubled from 2010 and the year finished strong at retail as well. New Harley-Davidson motorcycles were up almost 11% worldwide compared to last year's fourth quarter and up almost 6% for the full year and sales were strong in both the U.S. and the international markets. Once again, we gained market share. For the fourth quarter, Harley-Davidson held a 59.4% share of the U.S. heavyweight market and our 2011 full-year market share was 55.7%.

These results are demonstration of the dedication and hard work of all of our employees and our dealers to be customer led and to fulfill customers' dreams through remarkable motorcycles and extraordinary customer experiences. We are committed to be world class in everything we do to be more agile, more efficient and more effective at developing and building great motorcycles and delivering them to customers around the world.

Let's take a look at some of the key milestones along our journey. In 2011, we made great strides in the transformation of our York operations. All the motorcycles there are now built under one roof and one assembly line, but even more powerful than the bricks and mortar change is the change in the culture, where the employees in the line are creating and implementing operating improvements on a daily basis. Similar changes are underway in the operating structure at Kansas City and we are on a fast ramp up in Milwaukee and Tomahawk in preparation for the new contract that will enable these changes in just a couple of months. In our CKD operations in Brazil and India are implementing these operating systems as well. We also moved into a new facility in Brazil to give us the capability and the capacity to meet the needs of that growing market going forward.

When it comes to creating remarkable motorcycles, we have reengineered our entire product development approach and it really started to gain traction in 2011. The goal is to implement a laser-focus on the best product opportunities to reduce time-to-market and increased product development capacity through efficiencies, and while this work is more behind-the-scenes and not as visible, as manufacturing is just as significant.

At retail, we began to work with our worldwide dealer network to provide the capabilities in systems that will improve all the ways that Harley-Davidson interacts with customers. The goal is to provide a premium retail experience with every customer, every day, and everywhere in the world, while strengthening our dealer profitability. One example is e-commerce, where in 2011, we laid the foundation for an entirely new, rich, and distinctly Harley-Davidson online shopping experience that will rollout this year.

In 2011, we continued to expand in international markets. We opened regional headquarters offices in Singapore to support the Asia-Pacific region, and the Miami to support Latin America and Mexico. We added 35 dealers in international markets, including Mexico, India, Thailand, Turkey, China and Brazil. In fact, in Brazil, we completely restarted retail operations through 11 new dealers, and together with the team here at Harley-Davidson, they have done a fantastic job and it's the key reason, along with improvements in Mexico, for the 17.5% retail sales growth in Latin America in 2011, and there are many other examples of progress, including the nearly completed efforts to right-size the U.S. dealer network and to support them more effectively, and our continued success reaching young adults, women, and other outreach customers even while we retain remarkable brand loyalty with our existing customers, or outperforming a flat S&P 500 with a 12% rise in share value.

While we're encouraged by all this progress, there's still a lot to be done over the coming months, and our team is working harder than ever to deliver on our goals, and as we look at the rest of 2011, we will continue to keep a close watch on the marketplace and remain cautious in our expectations at retail, given the degree of continued economic uncertainty, including regions like the Eurozone.

Our vision is clearly set on the future, as we continue the transformative work that's underway, and we continue efforts to restore margins and profitability, and to continue to meet the challenges of the ever-changing marketplace. By transforming our approach to product development, manufacturing, and the retail experience, we believe we will continue to exceed customer's expectations globally to create growth opportunities and sustain our business for all of our stakeholders.

So again, I want to thank all of our employees, our dealers and our suppliers for their tremendous efforts in 2011, and for their hard work in the coming year, and thanks to our shareholders for your investment in Harley-Davidson.

So, I'll be back later to answer questions, but now, let me turn it over to John Olin.

John A. Olin - SVP and CFO: Thanks, Keith, and good morning, everyone. I'll review the financial results starting on Slide 9 with the fourth quarter results. During the quarter, Harley-Davidson Inc. consolidated revenue was up 9.3% behind a 14.0% increase in shipments of Harley-Davidson motorcycles. Our fourth quarter income from continuing operations improved to $54.6 million, an increase of $96.7 million.

Similarly, diluted earnings per share rose to $0.24 per share, up from year ago quarter which was a negative $0.18 per share. Operating income from motorcycle business was up $35.6 million, up $42.3 million compared to last year’s fourth quarter. The strong increase in the motorcycle business was driven by increased motorcycle shipments and the higher gross margin as compared to last year, partially offset by higher SG&A and restructuring spending.

Operating income at Harley-Davidson Financial Services was up 30.7%, behind improved credit loss performance. Finally, our improved financial performance for the quarter was also driven by lower year-over-year interest expense, as a result of December 2010 repurchase of $297 million of high interest notes. We are very pleased with the fourth quarter’s results and continued progress against our growth strategies and the transformation of our business.

Now let’s take a look at retail sales on Slide 10. Overall, worldwide retail sales of new Harley-Davidson motorcycles were up nearly 11% in fourth quarter, the largest quarter-over-quarter increase in the past 25 quarters. For the full year, worldwide retail sales were up 5.9% compared to 2010. This reflects global product appeal, strong global product appeal, worldwide dealer efforts and our continued investment in growth opportunities around the world.

In the U.S., retail sales in the quarter were up double-digits despite the challenging, but slightly improving economic environment. Sales in the U.S. during the quarter were supported by strong product offerings, improved consumer confidence and improved product availability. For the full year, U.S. retail sales were up 5.8% and the full year market share strengthen by 0.8 percentage points to 55.7%. Retail sales in international markets for the quarter grew 9.7% driven by growth in all regions. For the full year, international retail sales were up 6.1%. During the fourth quarter Latin America was up over 40% as the dealer networks in Brazil and Mexico continue to come up to speed and tap into new growth opportunities in those markets. Canada was up 18.8% in the quarter, which pushed Canada's full year retail sales in the positive territory for the year. Sales in the quarter benefited from consumers in Qu�bec purchasing motorcycle before sale tax increase took effect in January.

The Europe region was up nearly 6% for the quarter compared to 2010. Similar to last quarter, Germany, France and emerging markets saw strong retail sales growth partially offset by softness in Southern Europe and the U.K. Market share through November was 13.7%, up one percentage point, our highest market share ever in the European market. Retail sales in the Asia Pacific region were up 2.5% in the quarter driven by double digit sales growth in both Australia and emerging markets, partially offset by declines in Japan.

On Slide 11, you'll see wholesale shipments of Harley-Davidson motorcycles in the quarter were up compared to last year and within our expected shipment range of 45,500 to 52,500 motorcycles. Separate production constraints at Yorkies during the fourth quarter allowing a higher mix of touring motorcycle compared to last year. Sportster represented 18.1% of total fourth quarter shipments and finished near the high end of the historical range of 18% to 22% for the full year, which was expected due to strong demand for Sportster models and because York production has been temporarily constrained.

Slide 12 provides some additional detail on the U.S. dealer network inventory and demonstrates the strength of our brand as measured by total demand in the U.S. During the fourth quarter, inventory in the U.S. grew nearly 10,000 units from third quarter 2011 level as dealers prepare for spring.

Year-end U.S. dealer inventory was up slightly compared to last year. We remain committed to aggressively managing new motorcycle supply in line with demand. We believe that the U.S. dealer network profit margins have improved compared to last year behind higher retail sales and prudent management of their cost structures.

Used bike sales in the U.S. dealer network were up double-digits through November compared to the same period last year. When you combine used bikes sold through all channels with new bike sales, total demand for Harley-Davidson Motorcycles in the U.S. remain strong.

On Slide 13, you'll see revenue from the Motorcycles and related products segment was up 12.0% in the fourth quarter and up 11.6% for the full year behind strong growth from all our businesses. Harley-Davidson Motorcycle revenue was up 13.5% behind the 14.0% increase in shipments during the fourth quarter, and up 13.3% behind a 10.7% increase in shipments for the full year. For the full-year, the average Motorcycle revenue per unit increased $340 from the prior year, primarily driven by favorable currency exchange.

Parts and accessories sales were up 7.9% for the quarter, driven in part by holiday sales promotions, focus on product availability and growth in new and used motorcycle sales. For the full year, P&A sales were up 9.0% over 2010.

General merchandise was up 12.8% in the fourth quarter as a result of increased sales in certain categories such as leather and sportswear. For the full year, general merchandise revenue was up 5.8% over 2010.

Turning to restructuring on Slide 14, for the last three years, we've been intensely focused on improving our cost structure and transforming the business to be stronger, more flexible, and more profitable in the future. Europe continues to be a key focus of our restructuring activities. During the fourth quarter, we continue to experience downtime, but we achieved our targeted throughput rates by the end of the fourth quarter, which was ahead of our initial expectations. Also, during the fourth quarter, we announced our plan to exit our Australian wheel and hub manufacturing operations.

We experienced $6 million in temporary inefficiencies during the quarter and $32 million for the full year. Restructuring expenses were $19.0 million for the fourth quarter and $68.0 million for the full year, which was slightly lower than anticipated. We have adjusted our remaining total projected restructuring costs to reflect refined timing and reduce the range of the total expected program cost due to favorability to-date.

We expect temporary inefficiencies in 2012 to be generally in line with our 2011 temporary inefficiencies as we complete the restructuring at York, implement our new labor contracts in Kansas City in Wisconsin and exit our wheel manufacturing operations in Australia. In the second quarter of 2012, we plan to implement a new ERP system at York, which we expect will give us many new capabilities across the supply chain, including the ability to do more factory customization, enable more flexible production, and provide end-to-end supply-chain integration. We expect to experience downtime at York as the system is installed and our employees manage through the steep learning curve.

To minimize the impact on dealers and customers during the implementation, we produced more motorcycles than typical in the fourth quarter and expect to carry higher Company inventory into the second quarter of 2012 when we expect production to be impacted by the ERP implementation. As a result, fourth quarter inventory was up $92 million, largely due to approximately 7,000 additional units that were built during the quarter.

As of the end of 2011, we realized $217 million in annual ongoing savings as a result of restructuring activities which was within our expected range. We continue to expect total ongoing annual savings of between $315 million and $335 million upon completion of our restructuring activities.

On slide 15, you’ll see gross margin in the quarter was 31.2% which was 1.6 percentage points higher than last year. Our gross margin for the quarter was favorably impacted by all areas noted on the slide, except raw materials which were unfavorable due to increased metals and fuel costs compared to last year.

Manufacturing benefited from restructuring savings and incremental margin on higher volumes. Full year gross margin was 33.4%, which was 0.8 percentage points below the prior year and slightly lower than our expected range of 33.5% to 34.5%. Gross margin was impacted by higher than expected raw material costs and mix that was less favorable than expected.

On slide 16, operating margin as a percent of revenue for the quarter was 3.5%,up 4.2 percentage points compared to last year’s fourth quarter. Operating margin was favorably impacted by higher gross margin, partially offset by higher SG&A and restructuring costs. As expected SG&A was roughly $6 million higher during the quarter compared to the same period last year driven by the recent brake switch recall.

For the full year, SG&A increased $41.7 million from 2010, largely result of investment in growth and a recall. As a percent of revenue, SG&A was 1.3 percentage points lower at 19.9% as compared to 2010. We expect SG&A spending will increase on a year-over-year basis, as we continue to invest in growth, but decreased as a percent of revenue through 2014.

Now moving on to Financial Services segment on Slide 17. In the fourth quarter, HDFS profit increased $13.3 million or 30.7% compared to last year. The three key drivers of fourth quarter results were the provision for retail credit losses was $8.6 million lower in the fourth quarter 2011 versus the fourth quarter 2010 primarily due to lower credit losses as a result of favorable retail receivables performance. Second, provision for wholesale credit losses were $3.2 million lower in the fourth quarter of 2011, primarily due to favorable wholesale credit loss performance and finally HDFS operating expenses were $3.7 million lower than last year.

On a full year basis HDFS posted an operating profit up $268.8 million, an increase of $86.9 million or 47.8% compared to last year. As we look forward to 2012, we believe HDFS's operating income will decrease compared to 2011 primarily due to the lapping of approximately $40 million of 2011 balance sheet allowance releases. We cannot a similar financial benefit will reoccur in 2012, we expect 2012 operating income will also be impacted by lower net interest as the book of retail loans continues to contract and modest tightening of margins on prime tier retail lending. We are very pleased with the performance of the business and believe HDFS provides a competitive Harley-Davidson motorcycles and related products.

Now, Larry will provide more detail on HDFS's operations on Slide 18. Larry?

Lawrence G. Hund - President, Harley-Davidson Financial Services, Inc.: Thanks John, and good morning. During the fourth quarter, HDFS retail motorcycle loan originations increased 14.2% or $43 million, which was driven by higher new motorcycle loan originations behind a strong increase in retail sales and a 2.6 percentage point increase in market share. Used motorcycle loan originations also increased compared to last year. For the full-year, HDFS retail market share of new Harley-Davidson motorcycles sold in the U.S. was 51.0%, up 3.1% percentage points compared to last year.

In 2011, 80% to 85% of our new loan originations were prime, in line with last year. At year-end, 74% of our total portfolio was comprised of loans originated, post underwriting changes made in January 2009. However, with the higher level of receivables, originated prior to the start of the economic downturn rolling off the books, finance receivables outstanding decreased 4.5% compared to a year ago. This decline in receivables pool reflects the lower U.S. retail sales through the downturn that will continue to impact HDFS net interest income.

During 2011, HDFS was focused on prudently increasing overall credit application approval rates, and we saw a modest increase in the fourth quarter. Our goal is to have a portfolio that continues to perform well over time, and delivers an appropriate return on equity.

We are very pleased with the improved retail delinquency rate, and retail credit losses compared to last year, which you will see on Slide 19. The 30 day delinquency rate for retail motorcycle loans at December 31, 2011 was 3.85%, or 122 basis points better than the same date last year. Annualized retail credit losses improved by 91 basis points to 1.20% for 2011 compared to last year, driven by the impact of changes in underwriting implemented three years ago, as well as a lower frequency of loss and improvement in the recovery value of repossessed motorcycles.

A portion of this loss improvement is due to recoveries on loans written off in prior years. Given the strong credit performance of loans originated since 2009, we expect lower levels of recoveries in future periods. We are pleased with the progress at HDFS in 2011. During the year, we maintained a strong liquidity position, reduced our cost of funds, and delivered strong profitability. We remain focused on enabling sales of Harley-Davidson motorcycles while providing an attractive return to Harley-Davidson, Inc. The most recent example of this is a $225 million dividend HDFS paid to Harley-Davidson, Inc. earlier this month.

Now, let me turn it back to John.

John A. Olin - SVP and CFO: Thanks, Larry. Now, let's take a look at cash and liquidity on Slide 20. You will see that at the end of the quarter, we had nearly $1.7 billion of cash and marketable securities, which includes the impact of $525 million asset-backed securitization transaction that HDFS completed during the quarter at a weighted average rate of 0.99%. In addition, HDFS had $920 million of available liquidity through bank credit and conduit facilities. We currently have and intend to continue to maintain a minimum of 12 months of projected liquidity needs in cash and/or committed credit facilities.

Earlier this month, there were two significant transactions related to cash in 2012. Larry just mentioned the dividend HDFS paid to H-D Inc., we also made a $200 million contribution to our qualified pension plans, which will reduce our yearend pension and post retirement liability of $571 million. I'm also very pleased to report that during the quarter, we repurchased approximately 3.5 million shares of Harley-Davidson stock for $127 million. As we have stated, returning value to our shareholders from dividends and share repurchases is a top priority. We will continue to evaluate opportunities to enhance value for our shareholders.

Now, I'll review the remaining Harley-Davidson, Inc. financials on slide 21. I'd like to highlight two items on this slide. First, with regards to continuing operations, the Company generated operating cash of $885 million during 2011, after a $200 million contribution to our pension plans.

The motorcycle business continued to generate strong cash flow of $673 million of operating cash during the year. And second, for the full year, Company's effective tax-rate from continuing operations was 30.9% compared to 33.5% in 2010. In 2012, we expect full year effective income tax-rate will be approximately 35.5%.

As noted on slide 22, during the fourth quarter, we realized a $51.0 million benefit on income from discontinued operations driven by the reversal of prior year tax reserves related to our divestiture of MV Agusta. We do not anticipate any further financial implications associated with our sale of MV Agusta.

The summary for the full year 2011 financial results is on slide 23. We had net income of $548.1 million from continuing operations in 2011, which was double compared to last year's results. Earnings were positively impacted by higher revenues and improved operating margins in the Motorcycles segment, strong operating income at HDFS, lower year-over-year interest expense as a result of repurchase of $297 million of debt in 2010 and a lower effective tax rate in 2011 as compared to 2010.

On Slide 24, you'll see that for 2012, we expect Harley-Davidson motorcycle shipments to be between 240,000 and 245,000 units on a worldwide basis, up 3% to 5% from 2011. Our full year 2012 shipment estimate takes several factors into consideration including macroeconomic concerns, near-term production limitations driven by our ongoing restructuring activities and a strategy to move production closer to retail sales.

First, while we are encouraged by our strong retail sales in the fourth quarter, we remain cautious on the U.S. recovery and concern over the continuing debt crisis in Europe. In 2012, we will continue to aggressively manage the supply of new motorcycles in line with demand.

Second, as I mentioned during the restructuring comments, we expect temporary capacity constraints to offset or to affect our production volume in the second quarter. To mitigate production disruptions during the implementation of the new ERP system in York, we expect to carry higher company inventory into the second quarter of 2012 and we expect production to be impacted by the implementation.

Lastly, our 2012 shipment guidance takes into consideration a new capability to efficient flex our labor force starting in the first half of 2013. This capability is a key component of our strategy to be more flexible and to efficiently produce motorcycles closer to customer demand. Beginning in early 2013, we expect to be able to increase production at our York facility by adding flexible workers, thus increasing capacity utilization in the first and second quarters of 2013. Consequently, in the U.S., we expect our dealers to retail more units than we shipped in 2012, thereby lowering year-end retail inventory in the U.S. dealer network. Our ability to maximize flexibility in the entire manufacturing system will occur in 2014. On the same capability, we'll be in place for our Kansas City and Wisconsin operations.

During the first quarter, we expect to ship between 58,000 and 63,000 units in an effort to increase U.S. first quarter dealer inventory and prepare for second quarter implementation of the ERP system. This increase in the first quarter shipments is possible because the York plant is currently running at our targeted throughout.

We expect full-year 2012 gross margin will be between 34.75% and 35.75%. We expect gross margins will be positively impacted by incremental restructuring savings, increased productivity from everyday continuous improvement opportunities, and the 2012 model replacing actions announced in July 2011. We believe that product mix, raw materials and temporary inefficiencies from our restructuring activities will be comparable to 2011 levels, while we expect currency to be a headwind in 2012.

Finally, we expect capital expenditures to be between $190 million and $210 million, which includes approximately $25 million of capital related to restructuring.

As we look back on 2011, we are very pleased to deliver strong results and progress on many fronts. As Keith and I mentioned earlier, earnings for 2011 more than doubled. We also repurchased 6 million shares of our stock for $218 million during the year. Retail sales in all regions were up compared to last year, and we gained market share in major markets around the world, as increasingly more diverse customers are being drawn to the Harley-Davidson experience.

We have made great strides towards transforming to a best-in-class manufacturing and product development, and have sharpened our focus on continuous improvement across the organization. We'll continue to prudently manage through any challenges that future might bring, and we are excited about the long-term. We remain focused on executing against our strategies to complete the transformation of our organization and grow our business while delivering strong margins, strong returns, and value to our shareholders.

Thank you for your continued confidence and investment in Harley-Davidson. Now, let's open the call up to your questions.

Transcript Call Date 01/24/2012

Operator: Felicia Hendrix, Barclays Capital.

Felicia Hendrix - Barclays Capital: You guys kind of touched on this a little bit, but I just wanted to talk about your unit guidance for 2012, just to understand it a little bit more clearly. You mentioned that it's heavily weighted through the first quarter, you booked an inventory in the fourth quarter you built some in the first half just to kind of compensate for potential disruptions. I'm just wondering, I just want to make sure that I'm interpreting this correctly, based on that comment, would you expect unit growth to be up again in the second quarter, and then, is it possible for us to see units down for the rest of the year? Then just wanted to follow-up with gross margins. I was wondering if you could just walk us through the components of the $17.9 million improvement related to manufacturing, because that was the biggest difference between your actual and our estimates.

John A. Olin - SVP and CFO: Felicia, again, as you had mentioned, in the fourth quarter, we were running very well at York and we produced 7,000 more units of product from York that will hold that inventory for shipment in the second quarter. Our guidance for the first quarter is up, I believe 8% to 17% and with that, we hope to build a little bit extra in the first quarter to bring that into the second quarter. We're not providing specific guidance for the second quarter at this time, but to say that given the implementation of ERP system, production will be affected quite a bit, probably during the quarter down about 40%. So, we're not going to provide second quarter, but we should have inventory to cover the implementation of the ERP system or the downtime caused by that. The second question, Felicia, I believe was the $18 million of manufacturing favorability in the fourth quarter. That was driven largely by the restructuring savings that we've had coming in. So, when we look at restructuring on a full year basis, we had $45 million of favorability and lot of that came in, in the second half, in the second quarter and the – I'm sorry in the second half, in the third and fourth quarter and that's largely the $18 million, also benefitting manufacturing in the fourth quarter was incremental volumes that we produce.

Felicia Hendrix - Barclays Capital: Maybe I missed this, but you guys missed the guidance, so I'm just trying to figure out where that, I guess the quarter came in lower than we would have expected based on your guidance. So I was just trying to understand where the difference was?

John A. Olin - SVP and CFO: So on a full year basis, let’s talk about full year, we had gross margin of 33.4%. Our guidance as of the third quarter was 33.5% to 34.5% and so that would put, we missed a little bit expectations in the fourth quarter, because we gave that guidance in the third quarter. Two things that affected our profitability in the fourth quarter in terms of gross margin and one of them was raw materials. Raw materials increased and its unfavorability from $7.9 million to $9 million given the fact that our shipments went down about 20%, we had expected raw materials to come down a little bit on a quarter-over-quarter basis. So that was a little bit of it. I know, it takes time for the raw material increase as they flow through the system and we would expect raw materials cost start to mitigate at this point going forward. The second area is mix. So coming out of third quarter, we had a unfavorable mix of about $27 million driven by the disruption at York at this time. We said we expect the mix to be favorable in the fourth quarter and it is by $1 million. However, we did expect a little bit more favorability out of mix. Good news is, is that the mix was not driven by our touring production. Manufacturing production was 42.6% of our overall production for the quarter and over the last three years that's the highest production of touring that we had. I think one other quarter we were also at 42.6%. So again, the plant was working very well. So, where mix was a little bit less than expectations was on model mix and an example of that would've been the high content CVO and very high profitable CVO models. So we pushed some of that off and we'll make it up in ensuing months given the high content and the complexity of that. Another example mix being a little bit less than anticipated was in our parts and accessories business. I mentioned in the third quarter that we got to focus on increasing our share of market in consumables, which tend to have a lower margin and those sales were up quite considerably in the fourth quarter, which is great news, but it did affect our mix a little bit negatively.

Operator: Craig Kennison, Robert W. Baird.

Craig Kennison - Robert W. Baird: John, you said that you plan to retail more than you ship in the U.S. What is the worldwide expectation?

John A. Olin - SVP and CFO: The worldwide would be the same. In aggregate, we would expect shipments to be lower given our capability to move production closer to demand. However, given the shipment of international, the time it takes to get the bikes to international markets, we would not expect a big move in international inventories but on a worldwide basis, it will be down led by the U.S.

Craig Kennison - Robert W. Baird: So, on a worldwide basis, you expect to reduce inventory?

John A. Olin - SVP and CFO: Yes.

Craig Kennison - Robert W. Baird: Then, quick follow-up on SAP, could you give us any milestones to focus on for 2012, as you make progress in that initiative?

John A. Olin - SVP and CFO: Right now, we feel great about where we're at. We're in the final phases of testing, and we will begin the implementation in the second quarter. So, we'll know a lot more by the time we report earnings at the end of the second quarter. So, we feel good about where we're at. We’ve build up inventories so that we don’t disrupt the flow of product to our dealers and customers and they’ll be installed by the end of the second quarter is the plan.

Operator: James Hardiman, Longbow Research.

James Hardiman - Longbow Research: Just wanted to delve in a little bit more with the shipment guidance for 2012. As we think about that 3% to 5% growth rate, obviously there are a lots of puts and takes with what you're doing. I guess my question is, from a production standpoint, should we think about that 5% as ultimately the maximum amount of shipments we could get from your production, given the efficiencies at York, or is that 5% more indicative of where you think retail is going to be once you sort of account for some of those puts and takes?

Keith E. Wandell - President and CEO: James, overall, 3% to 5% is driven by the three things, concerns over the macroeconomics, in particular in Europe, some capacity constraints that we have in the first half, and the fact that we will be taking inventory out of the overall system, which suggest that retail would be a little bit higher than year ago. When we specifically look at the production constraints, they are huge in the second quarter. We were able to build forward in the fourth quarter. So, from a shipment perspective, we're hoping to cover that, but from an upside perspective, the first half is very limited. Back half, we have a little bit more flexibility, but again, our selling season is largely in the spring and the summer season. So, we could go over the 5% but it would be more on the back half production versus first half. We are very constrained in the first half in terms of production.

James Hardiman - Longbow Research: So ultimately, I guess put another way, obviously you don't give guidance on retail, but if retail came in much better than your expectations, you could do more than that 5% from a shipment standpoint, assuming that at least a good chunk of that came in the second half?

John A. Olin - SVP and CFO: Yes, we have more production capability in the second half of the year.

James Hardiman - Longbow Research: Then, just a quick follow-up. I didn't hear – I don't know if you really detailed it, but there was the big recall within the quarter. Can you quantify that for us and where did that show up on your income statement?

John A. Olin - SVP and CFO: The recall, we announced sometime during the fourth quarter. We booked a charge of $11.8 million, and that was to provide for a rear tail light switch that we needed to replace a little over 300,000 motorcycles. I believe it was $2 to $3 part with labor. The total charges were $11.8 million. James, that falls into SG&A. So, you see for the quarter SG&A was up $6 million that was driven by that charge of about $12 million that we took.

Operator: Tim Conder, Wells Fargo Securities.

Tim Conder - Wells Fargo Securities: John, if you could just go over, if you could a little bit at the timeline? You'd outlined how the inefficiencies from York occurred in each of the quarters in 2011. Can you kind of talk about this to us how that should look as far as where you should see the peak inefficiencies? I would guess it would potentially be in the second quarter. You did comment that for the full year those inefficiencies, I think York, but I thought the way you phrased it would be for the whole system, would be comparable year-over-year. So, that's question one and then maybe a question here for Larry, regarding market share for HDFS, whether you’re looking to 2012, would you anticipate holding share or could, given the increased competitiveness, especially in the super prime categories? Could you see that share potentially erode a little bit?

John A. Olin - SVP and CFO: I’ll take the first part of that question, Tim. With regards on temporary inefficiencies timing, this year, number one is, we do expect temporary inefficiencies to be in line with last year. Last year the aggregate temporary inefficiencies were $32 million and that was driven by the first quarter of last year at $11 million and that kind of tapered off and then in the fourth quarter at $6 million. We're not going to provide the timing of the overall inefficiencies next year, but certainly the second quarter would be a time where we would see an increase. But we’ll also have temporary inefficiencies in the back half of the year as we do the transformations at KC and Wisconsin in terms of the training that needs to be done there as well as we move our wheel supply to ultimate suppliers, so those will affect our back half temporary inefficiencies.

Tim Conder - Wells Fargo Securities: So just to clarify that John, the second quarter could actually be up year-over-year on the inefficiency standpoint just given the magnitude of things occurring in that quarter?

John A. Olin - SVP and CFO: Yes, it certainly could be.

Lawrence G. Hund - President, Harley-Davidson Financial Services, Inc.: This is Larry, Tim, HDFS market share in our market share for the year was 51% and we picked up 3 points a share this year. I would not expect to see significant growth beyond that. We are seeing some competition in the prime space, but I also think we're out there with competitive programs and we should have a reasonable share next year.

Operator: Ed Aaron, RBC Capital Markets.

Ed Aaron - RBC Capital Markets: Sounds like you're expecting only a modest mix benefit in 2012 and I am wondering how much do you expect that the capacity constraints will offset that mix number this year. I other words, is the inventory depletion that you're expecting to see in 2012 with retail increasing faster than wholesale shipments, is that depletion going to come from products that are more favorable from mix perspective?

John A. Olin - SVP and CFO: Well, Ed, when we look at overall mix, we expect it to be flat. You got to remember that all kinds of things affect mix and within motorcycle mix there's location, there's family, there is model and then there's parts and accessories. So one, it's a tough thing to deserving, but when we look at overall mix, we take into consider new product offerings, incremental growth that we've got in our international markets and our outreach efforts that are tend to be more toward the lower end product and then we certainly got the strong demand for higher-end. The capacity constraints will affect a little bit our mix, but in aggregate, when we take it all and blend it all together, it looks to me, that mix will be pretty flat versus year ago.

Ed Aaron - RBC Capital Markets: Then, just one follow-up if I could on HDFS, you released I think the number was $40 million dollars of reserves in 2011. I know you are not expecting to replicate that in 2012, but do you see any room to release additional reserves this year even if it’s more modest than what you had in 2012?

John A. Olin - SVP and CFO: Right now, we feel great about where we're at with the reserves, and based on where we're at right today, is no, we would not. But we'll continue to read the situation in what credit losses do next year and continue to evaluate the overall portfolio and make adjustments as we see at that time, but at this time, we feel very good about where we're at with regards to our reserves.

Operator: Sharon Zackfia, William Blair.

Sharon Zackfia - William Blair: I wanted to maybe go a little bit off in left field and talk about India, as you’ve been ramping up there, are there any benchmarks you can share with us about the performance in India so far, and ultimately, how you think that market develops versus a market like China, which probably hasn’t been as strong of a market as you might have hoped initially?

Keith E. Wandell - President and CEO: Sharon, we feel very good about India. We put up an initial, I believe, seven dealerships in the first year of operation. We expect to add another three dealerships next year. We are bringing more models in, to introduce CKD which provides a much more favorable pricing environment. So, we were doing three CKD units, and we are going to add two more as we look forward, and begin to lower the price of those units that we're assembling in the country. So overall, we feel very good. We’ve looked at it – from India and China, I think we probably would expect to see both of them as tremendous, long-term growth for the Company, and probably a little bit quicker in India than China, but both of them are going to be a good long-term investment, and we're not expecting to see huge gains in terms of moving the overall Company needle in the near-term. But those markets are growing at extreme rates on a year-over-year basis at this point.

Sharon Zackfia - William Blair: I guess, John, when would you expect those markets to actually be material to results? Is it 2015, is it 2020, I mean what's kind of the game-plan?

John A. Olin - SVP and CFO: Sharon, we can't provide anything that far out. What we know today is we're doing the right things, we're building the right dealer and distribution network, we've got the right teams landed to build the markets, and we're building the leisure sport of motorcycling as we go along. So, I don't think it's going to be way off into the future, but it will be in the future.

Operator: Rod Lache, Deutsche Bank.

Rod Lache - Deutsche Bank: I was just wanting to dive a little bit into these production constraints a little bit more, just wondering, first of all, does the fact that you are going to be constrained, does that affect your pricing strategy at all? Then, as we look beyond 2012, as this increased flexibility comes online in 2013, can you talk about what your theoretical capacity might be at that point, would it be 260 or 280? And also in 2014, it sounds like additional flexibility comes online. How should we be thinking about not necessarily what you're going to produce, but what you theoretically can have the flexibly to produce, once you're done?

John A. Olin - SVP and CFO: With regards to the production constraints, as we talked about for the last year and certainly in the first half of next year, we'll have production constraints. Does that affect overall pricing strategy? The answer is, the temporary constraints do not affect our overall pricing strategy. What we're working now to do is to build on long-term pricing power and we feel good about where we're at and that's making sure that we've got the right products in the market at the right time. We feel great about the fact that in July of this year, we were able to raise prices in a very difficult economy, 1% in United States and 0.75% in Europe, brought them down actually a little bit in Asia Pacific. So, the temporary constraints do not affect our pricing strategy, certainly our strategy is to improve our pricing power of our overall products. The second question was with relationship to our flexible manufacturing strategy. So, part of the overall York restructuring and the new contracts that we've got is to be able to flex our production capability in the high season or the selling season. We're going to ease into that capability next year, and we'll have that capability for York. And then in 2014, we'll be able to do it across the system, including the engine plant here in Wisconsin. With regards to the capacity, it gives us a tremendous amount of capacity on a much smaller footprint that we had previously. We're not going to provide an exact amount of capacity, but what we've said is that we will have enough capacity without any huge investments to get back to where we were, in a ballpark where we were pre-recession.

Rod Lache - Deutsche Bank: Just on the restructuring that you’re doing, there are some companies that have implemented these SAP systems pretty successfully and others have been crept up a bit and you guys are implementing all of these, while there is a lot of, I guess you could say stability or restructuring going on within your existing manufacturing. Could you just talk a little bit about what key items you see that kind of determine success or issues within the implementation of this, do you see this as a significant risk for 2012 or would you expect things to go relatively smoothly?

John A. Olin - SVP and CFO: Our expectation is for them to go relatively smoothly. Having said that, any system implementation is subject to learning thing on the fly. We've tested the system dramatically. We've been working on it for over two years and what we know today, we feel very comfortable on all the testing that we've done. We feel good about where we are at. It doesn't mean that there won't be hiccups, but what we believe is that many hiccups that we might have will not come through and affect our customers and dealers given the inventory that we have and the answer, the confidence is driven by the vast amount of testing that we've been doing.

Operator: Robin Farley, UBS.

Robin Farley - UBS: Just circling back to the gross margin issue and I know you talked about you had lower guidance in October and kind of reiterated that lower guidance in November and then when you came below, I hear you mentioned FX, you mentioned currency impacting $9 million compared to $7.9 million, I guess it doesn't look like that would be enough to have to account for the miss in gross margin, unless raw materials prices changed so much in the last month of the quarter, but even that $9 million versus the $7.9 million, if you could just give a little more color on what else may have been behind that and then I do have a follow-up question as well?

John A. Olin - SVP and CFO: So as I had mentioned earlier, the two things that have missed our expectations were a little bit on mix, we expect a slightly more favorable mix and slightly less unfavorable raw materials. So actually currency, Robin, for the quarter was favorable $3.9 million and certainly exiting the third quarter, we saw currency rates following quite dramatically. The euro continued to fall a bit, but we saw some recovery in the real and the Australian dollar. So, currency was not an issue for us in the fourth quarter. It was the raw materials. And again, raw materials, given our shipment is down, we were expecting more of a plateauing in the fourth quarter and now we’ll expect that plateauing in raw material costs in the first quarter.

Robin Farley - UBS: I may have misspoken when I said FX, I know it was positive for the quarter, but I guess the raw materials you mentioned the impacting $9 million instead of the $7.9 million and that’s the delta I was talking about wouldn’t really explain – wouldn’t be enough to explain the gross margin miss. But I guess you're saying that mix is the other piece of it.

John A. Olin - SVP and CFO: Well, it’s not just the $1.1 million on raw materials because shipments were down from about, I don't know, 60 some thousand units to 50,000 units. We would have expected raw materials to be down at the same rate level. So, what we saw was a continuing rate increases, things flow through the system on raw materials. So, it wasn’t just the $7.9 million versus the $9 million, it’s the effect that we didn’t ship in – shipments were much less in the fourth quarter, we would expect the raw materials to be a little bit lower.

Robin Farley - UBS: The follow-up question I have with your comment earlier about the 3% to 5% shipments growth in 2012 being more limited by – it sounds like that’s more limited by your view of retail demand than by your production constraints that you talked about being able to maybe go above that in the second half. So, is that more limited by your view of retail demand? I wonder if you can comment on, I guess, confirm that I guess, and how does that tie into your expectation of U.S. dealerships closing? I think it went, what you had said, 5%. I don’t know if that was for 2012 or for sort of a 12 months forward from the fall.

John A. Olin - SVP and CFO: I did not say that the shipments was more driven by retail. I said that there was three things that we were watching closely, and one of them was the macroeconomics. We feel great about where we see retail sales in the U.S., but certainly remain cautious as we look forward given the tentative nature of the overall economy and consumer confidence, but we're pleased, the consumer confidence is up. We are more concerned about retail sales in Europe, given the fact that they may already be in recession or may slip into recession there. The temporary capacity constraints is holding our production down certainly in the first half of the year. The other piece of it is that we intend to take inventories down, and that would suggest that retail sales would be higher than our shipment estimate. So again, we've not weighted them in any different way, except to say all three of them, as we look forward, provides a shipment guidance of 3% to 5%, and we'll respond to activities throughout the period. The other piece that you had mentioned, Robin, is the dealer ship closings. We do not expect this to have a big impact on our sales at all. The overall strategy was to help improve dealer profitability, we've been very successful there, and we've seen a great rebound in dealer profits in 2011. When we look at dealer closings, during the year, I believe we closed 22 dealerships or consolidated 22 dealerships in 2011. I think the previous two years, we had done about 60 in total. So about 80 dealerships overall, which represents probably about 9% of the dealer network from pre-recession levels.

Robin Farley - UBS: And 2012, your expectations for dealer closings?

John A. Olin - SVP and CFO: We don't have any expectations for dealer closings or providing anything in 2012 that's not earnings focused. We feel very good about where the dealer network is today.

Operator: Jaime Katz, Morningstar.

Jaime Katz - Morningstar: Can you talk little bit about what expect for both raw material costs in the year ahead, if that's going to ease and also on the new trends you’ve seen in new versus used pricing?

John A. Olin - SVP and CFO: Jamie, raw material costs, obviously we've seen a great runoff in raw material costs and fuel over the last year and most of the metals complex seems that kind of peak in April of this year, but it didn't retrace, it's just kind of plateaued in April and that's maybe a little bit better in the fourth quarter. Now it takes anywhere from three months to six months for that to flow through our inventory. Where commodity prices are going to go in the future, don't really know, right now our expectation is that raw materials would be flat versus year ago. And again, we would expect to see raw materials as on a rate basis peak in the next quarter. We kind of thought they would peak this quarter and they are still flowing through at higher prices. So, year-over-year we would expect them to be in line with last year. And secondly, with regards to new and used pricing, we look that through I believe November, used bike sales is up about 8.6% and total demand is up about 7.6%. So, we're still very pleased with the strong total demand for our product. In the fourth quarter, we started to see a shift, we're closing up the gap between new and used sales growth. So, we're starting to see used sales growth come down a little bit and certainly seeing new accelerate and that's what we've said would happen as the prices kind of equalized out in the marketplace.

Operator: Gerrick Johnson, BMO Capital Markets.

Gerrick Johnson - BMO Capital Markets: Just want to clarify the dealer closings, that's only two dealer shipment number, was that net or gross and can you break that up between U.S.- international please?

John A. Olin - SVP and CFO: Those are only in the U.S. and those are net. Those are the dealerships that we consolidated out. So we've always got a churn of dealerships that we're repositioning and replacing so on and so forth. So the net system was down by 22 dealerships this year. Again, international, I don't even know what the number is. We didn't have the same issue internationally. There were some dealerships that came in and out. What we did from a closing standpoint, from a opening standpoint we were able to open 35 new international dealerships in our quest to open 100 to 150 dealerships and the vast majority of those are emerging markets and we feel great about where our emerging market group is today.

Gerrick Johnson - BMO Capital Markets: On the recall charge, are you comfortable with the $11.0 million reserve and the 300 some odd thousand bikes covered, do you have an estimate of how many have actually come in for service for the brake light switch repair?

John A. Olin - SVP and CFO: No, I don't have an estimate of what that percentage is. When we look at the overall 11.8 we feel very comfortable with it. We assumed a very high take rate and a higher take rate than we typically would on recalls just because of the size of that. So we feel great about the reserve and making sure that we hit that reserve at 11.8, but now I don't have the actual to this point Gerrick.

Operator: Felicia Hendrix, Barclays Capital.

Felicia Hendrix - Barclays Capital: Hi. Just a follow-up, I apologize if you touched on this, but the dividend that you paid from HDFS, did you basically use that to fund your pension contribution?

John A. Olin - SVP and CFO: I don't know, Felicia, that wasn’t the intent. Money is money. So, we did have dividend paid from HDFS to the Motor Company. Last year, we had one also, it was $125 million, and as we look at the amount of equity that we need to run HDFS on, and to keep a conservative debt-to-equity, we had more funding in HDFS than we needed. So, the dividend is back to $125 million. At the same time, we saw our pension liability increase a fair amount. So, at the end of the third quarter, our pension liability, pension and post-retirement liability was about $370 million, with falling discount rates, which by the way helps our financial service business, does not help on pension accounting, and we saw the pension liabilities increase by a little over $200 million, and that's what we funded in the first quarter. They are completely unrelated but both necessary.

Operator: I show no further questions at this time. I'll turn the call back over for any closing remarks.

Amy Giuffre - Director, IR: Thanks for your time, everyone, this morning, and we appreciate your investment in Harley-Davidson. The audio and visual support for today's call will be available at harley-davidson.com. The audio can also be accessed until February 7 by calling 404-537-3406, or 855-859-2056 in the U.S. The PIN number is 36261875#. If you have other questions, please contact Investor Relations at 414-343-8002. Thank you.

Operator: Ladies and gentlemen, this concludes today’s conference call. You may now disconnect.